Primorus Investments PLC Investment in Mustang Energy PLC (6521W)

TIDMPRIM

RNS Number : 6521W

Primorus Investments PLC

27 April 2021

Primorus Investments plc

("Primorus" or the "Company")

Investment in Mustang Energy PLC

Primorus is pleased to announce it has invested US$2.5 million in Mustang Energy PLC ("MUST"), a special purpose acquisition company whose shares are listed on the Official List and traded on the Standard Segment of the London Stock Exchange's main market for listed securities (the "Standard List"), having purchased 50 convertible loan notes of a nominal value of US$50,000 each ("CLNs"). The issue of the CLNs forms part of a wider transaction pursuant to which MUST has raised a total of US$8 million ("Fundraise") by the issue of 160 convertible loan notes ("MUST Loan Notes") with a maturity date of 31 December 2021 ("Maturity Date"). The MUST Loan Notes attract interest at a rate of 10 per cent. per annum. MUST was formed to undertake an acquisition of a target company or business or asset(s) with operations in the energy or natural resources sectors.

The Fundraise has enabled MUST to acquire a 22.1 per cent. interest in VRFB Holdings Limited ("VRFBH") for a total consideration of approximately US$7.5 million ("Acquisition"). VRFBH has a 50 per cent. interest in Enerox Holdings Limited ("EHL") which owns the entire issued share capital in Enerox GmbH ("Enerox"). The Acquisition forms part of a total US$30 million fundraising by a consortium of investors in EHL ("EHL Capital Raise").

Enerox is an Austrian-based vanadium redox flow battery ("vrfb") manufacturer, which has invested more than 20 years of research and development into its CellCube energy storage system. The Enerox directors believe its vanadium-based technology to be known to be state-of-the-art in the battery market, and more than 130 systems/23 MWh have already been deployed across five continents. The EHL Capital Raise is intended to fund growth capital required to scale up Enerox's vrfb production capacity to 30MW (120-240MWh) in annual production capacity by 2022 as its pipeline grows.

The Fundraise and the Acquisition constitutes a reverse takeover of MUST, and its shares have been suspended from trading with effect from today pending the publication of a prospectus and certain approvals being obtained from MUST's shareholders, following which MUST will seek the readmission of its enlarged issued share capital to the Standard List ("Readmission"). Readmission is subject to MUST meeting the eligibility requirements of the Financial Conduct Authority.

Subject to Readmission occurring on or prior to the Maturity Date (such date being the "Conversion Date"), Primorus will receive new shares in the capital of MUST calculated by dividing the nominal value (and accrued interest, if applicable) of the CLNs (using the average US$/GBPGBP closing exchange rate as shown on Bloomberg over the five trading days prior to conversion) by 20 pence ("MUST Conversion Shares"). The closing mid-market price of MUST on 26 April was 30.6 pence per share. Accrued interest at the Conversion Date may, at the sole election of MUST, be converted into MUST Conversion Shares or redeemed for cash. Further, Primorus will receive warrants to subscribe for new shares in the capital of MUST (one warrant being issued for each two MUST Conversion Shares held by Primorus), exercisable at a price per share of 30 pence ("Warrants"). The Warrants have an expiry period of three years from the Conversion Date.

If Readmission does not take place by the Maturity Date, AIM-quoted vanadium producer Bushveld Minerals Limited (whose subsidiary Bushveld Energy Limited ("BEL") is the majority shareholder in VRFBH) has agreed, as part of the Fundraising, to issue new ordinary shares in its capital ("BMN Shares") to the holders of the MUST Loan Notes in return for MUST transferring to BEL all of its shares in VRFBH and paying a fee to BMN of an amount equal to 5 per cent. of the MUST Fundraise (the "Backstop"). Primorus has the sole discretion to elect to receive shares directly in the capital of VRFBH in lieu of BMN Shares. Further details relating to the Backstop can be seen in the announcement released by MUST today.

Rupert Labrum, Executive Chairman of the Company, and Simon Holden, the Company Secretary, being persons discharging managerial responsibilities in relation to the Company (each a "PDMR") and each holding shares in the capital of the Company, are beneficial holders of 258,499 shares and 340,000 shares in the capital of MUST respectively. Mr Holden is a non-executive director of MUST and is also the holder of 90,000 options exercisable over shares in the capital of MUST.

Rupert Labrum, Executive Chairman of Primorus, commented: " We believe the opportunity to participate in this area of the market through Mustang's interest in Enerox presents an exciting opportunity for our shareholders. We believe the market for vrfb products has been earmarked for significant growth, as demand for vanadium continues to rise on the back of growing interest from the battery sector, and look forward to updating shareholders on progress regarding this investment. "

This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors are responsible for the release of this announcement.

Forward Looking Statements

This announcement contains forward-looking statements relating to expected or anticipated future events and anticipated results that are forward-looking in nature and, as a result, are subject to certain risks and uncertainties, such as general economic, market and business conditions, competition for qualified staff, the regulatory process and actions, technical issues, new legislation, uncertainties resulting from potential delays or changes in plans, uncertainties resulting from working in a new political jurisdiction, uncertainties regarding the results of exploration, uncertainties regarding the timing and granting of prospecting rights, uncertainties regarding the Company's ability to execute and implement future plans, and the occurrence of unexpected events. Actual results achieved may vary from the information provided herein as a result of numerous known and unknown risks and uncertainties and other factors.

For further information, please contact:

Primorus Investments plc [phone]

Rupert Labrum

Nominated Adviser and Broker

Cairn Financial Advisers LLP [phone]

Sandy Jamieson / James Caithie

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April 27, 2021 02:00 ET (06:00 GMT)